Other Transferred Assets Sample Clauses

Other Transferred Assets. (a) The Servicer (i) shall cause the Master Issuer or its applicable Subsidiary (such as the IP Holder) to enter into or acquire, (A) all Franchise Documents, (B) all Licensee-Developed IP and Servicer-Developed IP and (C) any New Company-Owned Real Property or New Leased Real Property relating to Applebee’s Restaurants and (ii) subject to the prior satisfaction of the Rating Agency Condition and the prior written consent of the Aggregate Controlling Party may, but shall not be obligated to, cause the Master Issuer or its applicable Subsidiary to enter into, develop or acquire, any other asset or liability. Notwithstanding the foregoing, the Servicer shall not be required to cause the applicable Restaurant Holder to acquire the Company-Owned U.S. Restaurant Assets relating to the Applebee’s Restaurant to be located at Blue Ridge Mall, Kansas City, Missouri until six months after the commencement of operations at such Applebee’s Restaurant, which shall otherwise be treated as a Post-Closing U.S. Restaurant pursuant to the Post-Closing U.S. Restaurant Purchase Agreement; provided that such Applebee’s Restaurant shall not be counted towards the permitted number of Post-Closing U.S. Restaurants to be retained after by the Predecessor Restaurant Holders after the Closing Date. The Aggregate Controlling Party shall have the right to approve the Securitization Entities that shall hold any of the assets obtained after the Closing Date described in this Section 5.2(a) and entered into, developed or acquired by the Master Issuer or a Subsidiary thereof (the “Post-Closing Assets”), including the right to direct that any Post-Closing Assets be held by one or more newly formed Securitization Entities if the Aggregate Controlling Party reasonably believes that such Post-Closing Assets could impair the Indenture Collateral; provided that the IP Assets which constitute the Applebee’s Brand or are exclusively related thereto, shall be held by the IP Holder.
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Other Transferred Assets. All other Assets to be transferred at the Closing under paragraph 1.1 hereof, shall be transferred for no additional consideration.
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Other Transferred Assets. All other assets related to the Business, including but not limited to: i) furniture, fixtures and equipment, including all computer hardware, servers and software systems, and related licenses and agreements related thereto to the extent assignable; ii) all telephone systems including all telephone and facsimile/telex numbers; iii) all intellectual property, including but not limited to all URL's domain names (such as "Xxxxxx.xxx") not included in any Intellectual Property included in 2.01(d) and (e) above; iv) all other trademarks and trade names (such as "OTC" and "Netaya") not included in 2.01 (d) and
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Other Transferred Assets. Any other assets identified on Schedule 2.1(j) (the “Other Transferred Assets”).
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Other Transferred Assets. At the Closing, Sellers shall convey, assign, transfer and deliver to Purchaser all of their respective right, title and interest in and to the assets and properties set forth on Schedule 4.20, free and clear of any and all Liens, other than Permitted Liens, pursuant to instruments of transfer in form and substance reasonably acceptable to the Purchaser.
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Other Transferred Assets. All products under research and development, demonstration equipment, office and other supplies, parts, packaging materials and other accessories related thereto which are held at, or are in transit from or to, the locations at which the Business is conducted, or located at customers' premises on consignment, and all other Assets of Seller and the Seller Subsidiaries used or held for use principally in connection with the Business except as otherwise provided in Section 1.01(b) (the "Other Transferred Assets"). To the extent any of the Business Records are items susceptible to duplication and are either (x) used in connection with any of Seller's businesses other than the Business or (y) are required by Law to be retained by Seller, Seller may deliver photostatic copies or other reproductions from which, in the case of Business Records referred to in clause (x), information solely concerning Seller's businesses other than the Business has been deleted.
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Other Transferred Assets. No later than the thirtieth (30th) day after the date of this Agreement, Buyer shall deliver to Parent Schedule 2.9 to this Agreement, which shall contain a list of the other assets of the Company and/or the Bank (if any) that Buyer wishes to include in the Transferred Assets (the “Other Transferred Assets”).
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Other Transferred Assets. Each of GKKM, GKKL and GLS shall assign, transfer and deliver to Purchaser, and Purchaser shall purchase, accept and assume from each of them, any and all defenses, counterclaims or set-off rights that would have been available to any of them if any claim had been asserted against any of them to the extent relating solely to any of the Assumed Liabilities. The foregoing rights described in this Section 1.01(d), together with the Assigned CDO Agreements and the Accrued Servicing Fees, but excluding the Retained Assets, are referred to in this Agreement as the “Transferred Assets”. Notwithstanding anything to the contrary contained in this Agreement, none of the Sellers and their respective Affiliates shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall not purchase or accept, nor shall the Transferred Assets include, any of the Retained Assets.
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Related to Other Transferred Assets

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Transferred Contracts The Transferred Contracts listed on Exhibit C are all of the contracts between Aradigm and any Third Party currently necessary for or primarily related to, the operation of the Business, and true and complete copies of all such Transferred Contracts have been delivered or made available to Purchaser or its representatives. Each Transferred Contract is in full force and effect and, to Aradigm’s knowledge, Aradigm is not subject to any default thereunder, nor, to Aradigm’s knowledge, is any party obligated to Aradigm pursuant to any such Transferred Contract subject to any default thereunder. Aradigm has neither breached, violated or defaulted under, nor received notice that Aradigm has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract. Aradigm has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract as are required thereunder in connection with the Closing, or for any such Transferred Contract to be transferred to Purchaser, and to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Purchaser will be permitted to exercise all of the rights Aradigm had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Aradigm would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement not occurred.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

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